Cooperation Agreement
Cooperation Agreement from Folq (hereafter “the Cooperation Agreement”)
Last updated: April, 2023
1. About this Cooperation Agreement
This is a standard Cooperation Agreement between Folq and the Customer or the Consultancy Company that wishes to use Folq’s platform, the «Marketplace». In this Cooperation Agreement, the Party that provides consultancy services will be referred to as the “Consultancy Company”, and the Party that purchases consultancy services will be referred to as the “Customer”. Folq and the Customer or the Consultancy Company are referred to individually as a Party and collectively as the Parties. The Cooperation Agreement runs from the day it is signed by Folq and the other Party.
This Cooperation Agreement includes the Terms of Use for purchasing and selling consultancy services through the Marketplace.
For each purchase, the Consultancy Company and the Customer must sign an Assignment Agreement containing specific terms for the Service. This Cooperation Agreement applies between the Parties every time the Customer and the Consultancy Company enters into an Assignment Agreement. Neither the Customer nor the Consultancy Company can agree to terms in an Assignment Agreement that contradict the terms of the Cooperation Agreement.
2. Definitions
Assignment Agreement: The agreement between the Customer and the Consultancy Company, based on Folq’s standard, that sets the specific conditions for each individual assignment. Any Assignment Agreement is an annex to the Cooperation Agreement and is not valid without a signed Cooperation Agreement.
Commission: Folq’s margin of the hourly rate as listed in the pricing model applicable at any given time.
Consultancy Company: The company that provides consultancy services to the Customer via the Marketplace.
Customer: The company that purchases consultancy services from the Consultancy Company via the Marketplace.
End User: The physical person who holds valid right to use the Marketplace. The End User is affiliated with the Customer or the Consultancy Company.
Folq: The company Folq AS with Norwegian business registration no. 918 714 588 and subsidiaries to Folq AS (a subsidiary that has been provided with the right to handle sales, first line support and invoicing in a specific market is referred to as “Subsidiary”).
Marketplace: Folq’s platform for facilitating the sale and purchase of consultancy services between the Consultancy Company and the Customer.
Party: One party to the Cooperation Agreement, either Folq, the Consultancy Company or the Customer referred to individually.
Parties: The Parties referred to collectively, that is Folq, the Consultancy Company or the Customer.
Service: The Service is the work the Consultancy Company undertakes to perform for the Customer. The Service is specified by the Customer in the Assignment Agreement.
Terms of Use: Folq’s Terms of Use that apply to the Customer’s and the Consultancy Company’s use of the Marketplace. These terms also apply to the Parties’ End Users.
3. The Cooperation Agreement is the same for all the Parties
The Cooperation Agreement is the same for both the Customer and the Consultancy company, in order to ensure transparency concerning each Party’s responsibilities, terms and conditions.
4. Folq’s Responsibilities
Folq’s responsibilities are limited to providing the Marketplace, offering support to the Parties and handling invoices. The Consultancy Company is responsible to the Customer for the performance of each Assignment Agreement. If disputes arise between the Customer and the Consultancy Company relating to either the Cooperation Agreement or the Assignment Agreement, the Parties must inform Folq about the disagreement.
5. The Customer and the Consultancy Company are Obliged to Comply with Folq’s Terms of Use
5.1. Terms of Use for the Marketplace
The Customer and the Consultancy Company, as well as its End Users, are obliged to comply with Folq’s Terms of Use in order to access the Marketplace. The Privacy Policy will explain how Folq processes the End User’s personal data. Folq processes personal data in accordance with Folq’s standard Data Processing Agreement. Folq’s Terms of Use, Privacy Policy and standard Data Processing Agreement are available on Folq’s websites.
5.2. Minimum Requirements for Registering a User Account
End Users of the Marketplace must accept Folq’s Terms of Use in order to use the Marketplace. End Users must be at least 18 years old and associated with a company that is either the Consultancy Company or the Customer in the Cooperation Agreement with Folq. Each End User shall have its own user account which must not be shared with other people. Furthermore, it is the End User’s responsibility to take adequate precautions to ensure the integrity and confidentiality of their user account.
5.3. Right of Disposition
The End User receives a non-exclusive and non-transferable right to use the Marketplace. Folq shall terminate the End User’s user account if the Consultancy Company or the Customer terminates the Cooperation Agreement.
6. Hierarchy of Documents
Folq can, in specific cases, accept that a Customer uses other agreements than Folq’s agreements. If the Consultancy Company wishes to perform Services for such Customers, they must accept the Customer’s terms. The Customer’s agreement will, in these cases, take precedence over Folq’s agreements.
7. Inquiries
All inquiries relating to this Cooperation Agreement shall be addressed to your Folq contact person.
8. Termination of the Cooperation Agreement
The Parties may terminate the Cooperation Agreement with 30 days’ written notice. Termination must be given in writing to the other Party. Termination of the Cooperation Agreement will not affect Assignment Agreements that were signed before the termination. The terms in the Cooperation Agreement continue to apply as long as signed Assignment Agreements last and for a period of 6 months after the latest assignment has ended.
9. Assignment Agreements
9.1. How to enter into an Assignment Agreement
For the Consultancy Company to offer Services, the Consultancy Company and the Customer must also sign Folq’s Assignment Agreement which regulates specific terms for the Service. Folq has access to all signed Assignment Agreements.
As a minimum, the Assignment Agreement includes the following: A description of the Service to be provided, the scope and duration of the Service, the start date, the consultant(s)’ name(s) and hourly rate excl. VAT. Additionally, the Consultancy Company and the Customer must provide their company details, contact person and contact information. The Parties can include additional information in the Assignment Agreement.
9.2. Amendments after the Assignment Agreement has been signed
Amendments of, or additions to, a signed Assignment Agreement must be done in writing.
If the scope, the duration or the nature of the Service is, or will be, changed during the course of the Assignment Agreement, the Customer must notify Folq and the other Party in writing.
10. Invoicing and Payment
If nothing else has been agreed, the Consultancy Company shall log all hours in Folq’s timekeeping system. Folq shall invoice the Customer based on the time sheet provided by the Consultancy Company. If a time sheet is not approved by the Customer, the Customer must immediately notify the Consultancy Company and Folq.
The invoice from Folq to the Customer shall be sent electronically to the Customer’s contact person as stated in the Assignment Agreement, unless the Parties have agreed otherwise.
If the Cooperation Agreement has been transferred to a Subsidiary, as described in section 19, the Subsidiary will handle invoicing between the Parties. Invoices will be sent in the currency agreed in the Assignment Agreement.
An invoice is due 30 days after the invoice date. If the Customer fails to make the payment within the due date, the Customer must pay interest on the amount due to payment. Interests must be paid in accordance with Act. 17 December 1976 no. 100 on interest for late payment for Customers served by Folq AS, or in accordance with the Subsidiary’s equivalent local law when served by a Subsidiary to Folq AS.
The Consultancy Company shall invoice Folq in accordance with Folq’s applicable routines for invoicing. Unless otherwise agreed, the due date for invoices to Folq shall be 35 days after the end of the month. As long as the Customer has paid Folq, Folq will pay the Consultancy Company’s invoice on the due date.
11. Breach of the Cooperation Agreement
11.1. What Constitutes a Breach of the Cooperation Agreement
A Party is in breach of the Cooperation Agreement if the Party does not fulfil its obligations under the Cooperation Agreement, including associated Assignment Agreements, and the breach is not due to force majeure or conditions for which another Party is responsible.
If one of the Parties cannot fulfil its duties and obligations as agreed, the Party shall inform the other Parties in writing as soon as possible. The written notification shall state the cause of the problem and, if possible, when the breach may be remedied.
11.2. Failure to Pay
If an overdue payment, with the addition of interest, has not been paid by the Customer within 30 (thirty) calendar days from the due date, Folq may, with the Consultancy Company’s consent, send the Customer a written notice stating that the Service will be terminated if payment has not been made within 60 (sixty) calendar days after the notice is received. Termination of the Service cannot take place if the Customer settles the overdue payment, with the addition of interest, before the deadline.
11.3. Sanctions
11.3.1. Right of Retention
In the event of the Consultancy Company’s breach of contract, the Customer may withhold payment, however, not more than necessary to secure the Customer’s claim.
The Consultancy Company cannot withhold Services as a result of the Customer’s breach, unless the breach is material.
11.3.2. Termination
If a Party is in material breach of contract, the other Party may, after providing the Party in breach a written notice and reasonable time to remedy the breach, terminate the Assignment Agreement with immediate effect.
12. Liability
12.1. Liability of the Parties
A Party may claim damages for direct loss, i.e., additional costs incurred by additional work, delays or another breach of contract, unless the Party accused of the breach can demonstrate that the Party is not responsible for the breach in question.
12.2. Limitation of Liability
The Parties shall not be liable for indirect loss. Indirect loss includes, but is not limited to, loss of profit of any kind, loss of savings, loss of data, and claims from third parties. If the deliverables from the Consultancy Company infringes any copyrights or other intellectual property rights of third parties, the Consultancy Company shall secure the missing rights or secure a right of disposal for the Customer of at least equal benefit.
Maximum damages during the Assignment Agreement period is limited to an amount that corresponds to the agreed payment for the Service, exclusive of VAT. However, these limitations do not apply if the Party in breach or someone the Party is responsible for, has shown gross negligence or intent.
13. Terms that apply between Folq and the Customer
13.1. The Customer’s Duty of Loyalty
The purpose of the Customer’s duty of loyalty is to ensure that the Marketplace is not abused or circumvented. The Customer must not act in a way that could damage Folq or the Consultancy Company’s interests. The Customer gains access to vetted consultants through the Marketplace. If the Customer finds a consultant through the Marketplace and enters into an agreement directly with the Consultancy Company, so that Folq does not become part of the agreement, the Customer is obliged to pay EUR 12 500 to Folq for each of the consultants the Customer acquires. This applies as long as the Cooperation Agreement lasts, and for period of 6 (six) months after the Cooperation Agreement is terminated.
If the Customer breaches the duty of loyalty, Folq has the right to terminate the Cooperation Agreement with the Customer and withdraw the Customer’s access to the Marketplace with immediate effect.
If the Cooperation Agreement is terminated, any signed Assignment Agreements will continue to run for the period agreed between the Customer and the Consultancy Company. The terms in the Cooperation Agreement applies for as long as such agreed assignments last, and for 6 (six) months following the completion of the Service.
13.2. Employment
If the Customer during an Assignment Agreement, or within 6 (six) months from the conclusion of an Assignment Agreement, enters into an employment agreement with the consultant, the Customer shall pay Folq an amount of EUR 7 500 for each consultant the Customer temporarily or permanently hires unless the Customer documents that the Customer is obliged according to local law to hire such consultant.
Understanding the Cooperation Agreement Made Easy
Yes, we know that the legal language in the cooperation agreement can be complex and hard to digest. That's why we've created a separate information page to help you understand the purpose of the cooperation agreement, and provide clear examples of how the agreement should be interpreted. This is also the place where we track changes to the agreement.
14. Terms that apply between Folq and the Consultancy Company
14.1. The Consultancy Company’s Duty of Loyalty
The purpose of the Consultancy Company’s duty of loyalty is to ensure that the Marketplace is not abused or circumvented. The Consultancy Company must not act in a way that could harm Folq or the Customers’ interests. The Consultancy Company shall not approach, or enter into agreements with, the Customer for selling consultants without using the Marketplace if the Customer has made their request for consultants known through the Marketplace.
This also applies for the continuation and extension of existing Assignment Agreements that the Consultancy Company acquired through Folq, and new assignments with the same Customer, as long as the signed Assignment Agreements last, and for a period of 6 (six) months after the last Assignment Agreement is terminated, unless Folq has agreed otherwise.
If the Consultancy Company finds a Customer via the Marketplace and enters into an Assignment Agreement directly with the Customer, so that Folq does not become part of the agreement, the Consultancy Company is obliged to pay EUR 25 000 to Folq for each such assignment the Consultancy Company acquires. This does not apply for requests for services that the Consultancy Company is made aware of through existing agreements that were in place before the Cooperation Agreement was signed, or agreements concluded as part of tenders, or that are entered into via another third party. This applies as long as the Cooperation Agreement lasts and for a period of 6 (six) months after the Cooperation Agreement is terminated.
If the Consultancy Company breaches the duty of loyalty, Folq has the right to terminate the Cooperation Agreement with the Consultancy Company and withdraw their access to the Marketplace with immediate effect.
It is assumed that the consultants and the Consultancy Companies that have holdings, positions and/or board positions in competing companies act loyally towards Folq and do not share information about Folq, which is not common knowledge, with outsiders. Folq may, without prior warning or justification, terminate the user accounts of consultants and Consultancy Companies that have holdings or positions in companies that Folq regard as competitors.
14.2. Duty to update Consultant Profiles in the Marketplace
The Consultancy Company shall ensure that its profiles in the Marketplace are kept up to date. The Consultancy Company shall immediately update the Marketplace or inform Folq when a consultant leaves the Consultancy Company. A Consultancy Company will not have access to the Marketplace, without any available consultants for hire. The Cooperation Agreement applies regardless of whether the Consultancy Company has active profiles.
14.3. The Consultancy Company’s Responsibility for its Consultants
The Consultancy Company is responsible for its consultants who are available for assignments through the Marketplace. The Consultancy Company shall cover costs, such as employer’s national insurance contribution and is responsible for taxation, insurances, levy, social security, and other social benefits for its consultants.
The Consultancy Company is responsible for the Service performed by the consultant. They are obliged to have insurance that is sufficient to cover any claims from the Customer that results from the Consultancy Company’s risk or liability under this Cooperation Agreement and any signed Assignment Agreement within the framework of general terms for insurance. The Consultancy Company is considered to have fulfilled this obligation if the Consultancy Company agrees to take out a liability and risk insurance on terms that are considered reasonable by the standards of the country where Folq AS or a Subsidiary is established.
14.4. Submitting Documentation
The Consultancy Company shall have the necessary permits to complete the Assignment Agreement. In the event of changes or expected changes, for instance extension, cancellation etc., the Consultancy Company must inform Folq as soon as possible about the situation, the consequences and what measures have been taken to solve the situation. The Consultancy Company must give Folq a copy of the updated permit as soon as possible. Upon request, the Consultancy Company must be able to provide an updated certificate of registration, documentation of prepayment deductions or other documentation from the tax administration of the country where the Consultancy Company is established for its business activities. Folq is obliged to withhold payment until such documentation is provided.
14.5. Performance of Services
A Service that is agreed upon through an Assignment Agreement shall be executed in accordance with the Cooperation Agreement. The Service shall be executed professionally, effectively and to the highest professional standard.
The Consultancy Company shall loyally cooperate with the Customer and uphold the Customer’s best interests. The Consultancy Company shall answer inquiries from the Customer without unreasonable delay.
The Consultancy Company shall notify without unreasonable delay about conditions that the Consultancy Company understands, or that the Consultancy Company should reasonably have understood, could have an impact on the performance of the Service.
14.6. The End of the Assignment Agreement
Keys, service certificate (ID-card) and other equipment that belongs to the Customer, must be returned at the conclusion of the Assignment Agreement. Folq has the right to withhold a reasonable amount of the final payment if such equipment is not returned.
15. The Customer’s Obligations
The Customer shall contribute to the performance of the Service. The Customer shall answer to inquiries from the Consultancy Company without unreasonable delay.
The Customer shall notify about relations the Customer understands, or should reasonably have understood, could affect the engaged services without unreasonable delay.
The Customer is responsible for documenting that they have the authority and grounds to purchase the Services in accordance with local law.
16. Intellectual Property Rights and other Rights
Intellectual Property rights and other relevant tangible and intangible rights to the results of the Services performed by the Consultancy Company shall accrue to the Customer when payment has been completed, however with the restrictions of inalienable law, unless otherwise stated by the Consultancy Company in a signed Assignment Agreement.
The Consultancy Company retains all the rights to its own tools and methodology. The Consultancy Company and the Customer may use general knowledge (knowhow) which is not subject to confidentiality and which the Parties have acquired in relation to, or the performance of, the Assignment Agreement.
17. Duty of Confidentiality
Confidential information the Parties become acquainted with in relation to, or in the performance of, the Cooperation Agreement, shall be kept confidential and not be disclosed by the Parties. The duty of confidentiality encompasses all information that is not meant to be shared with third parties and which is not publicly known.
The duty of confidentiality does not prevent the Parties from utilizing the general knowledge and expertise acquired in relation to, or the performance of, the Cooperation Agreement.
The duty of confidentiality also applies after the termination of the Cooperation Agreement. Employees or others who resign from employment at one of the Parties, are obliged to comply with the duty of confidentiality after resigning. The duty of confidentiality ends five (5) years after the Assignment Agreement has ended, unless otherwise follows from law or regulations.
18. Force majeure
In the event that the performance of the Cooperation Agreement is impeded or made significantly more difficult by an event outside the Parties’ control, or which under general law in the country where Folq AS or its Subsidiary is established is considered as force majeure, the Parties’ obligations under the Cooperation Agreement will be suspended to the extent which and for the period in which they are impeded. A Party affected by such an event shall notify the other Party immediately that force majeure is deemed to have occurred.
19. Folq’s right to transfer the Cooperation Agreement
Folq AS has the right to transfer this Cooperation Agreement and its rights and obligations hereunder, to a Subsidiary without the prior written consent from the other Party. This transfer will occur automatically when the Customer or Consultancy Company is located in a country or region where a Subsidiary to Folq has been established. Folq AS shall inform the other Party about the transfer of the Cooperation Agreement in writing, for example on the Marketplace. Following such transfer, a Customer or a Consultancy Company, may use the services available according to this Cooperation Agreement in the country the Subsidiary is located in without signing a separate Cooperation Agreement with a Subsidiary.
It is Folq AS or a Subsidiary in the same country or region as the Customer that will handle the day to day follow up of the Assignment Agreement. The follow-up includes, but is not limited to, timekeeping, invoicing, extensions, amendments and any questions that may arise.
20. Governing law and Dispute Resolution
Any disputes arising between either Folq, the Consultancy Company or the Customer, or between the Customer and the Consultancy Company shall first be attempted resolved through negotiations or mediation. Unresolved disputes shall be decided by the ordinary courts in accordance with governing law clause.
If a Subsidiary of Folq AS is a Party to the Cooperation Agreement, the governing law shall be the law in the country where the Subsidiary is established. Any action in case of legal dispute must be filed before the district court of the city where the Subsidiary has its head office. If Folq AS is a Party to this Cooperation Agreement, the Cooperation Agreement shall be interpreted and governed in accordance with Norwegian law, and any action in case of legal dispute must be filed before the Oslo District Court. Any disputes concerning the Services arising in connection to an Assignment Agreement shall be governed by the local laws of the Folq unit which is Party to the Customer’s Cooperation Agreement.
If the Cooperation Agreement has been transferred to a Subsidiary of Folq AS, the local law of the Subsidiary shall apply from the date of the transfer.
21. Severability and Survival
If any provision of this Cooperation Agreement is, in whole or in part, held to be illegal or not enforceable, then the validity and enforceability of the remainder of this Cooperation Agreement shall not be affected. In such event, the Parties shall make such amendments as are reasonably required.
22. Changes to the Cooperation Agreement
The Cooperation Agreement is subject to change. Folq will send a written notice to the Consultancy Company and the Customer 30 days before any changes to the Cooperation Agreement come into effect, unless the changes are inconsequential and do not alter the rights and obligations of the Parties. Changes to the Cooperation Agreement will take effect 30 days after the notification has been sent. For the most up to date copy of the Cooperation Agreement, please refer to the Marketplace.
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